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2025 Supreme(Online)(NCLT) 2440
NATIONAL COMPANY LAW TRIBUNAL
Sunil Kumar Aggarwal, Radhakrishna Sreepada, JJ
TAAL Tech India Pvt. Ltd. – Appellant
Versus
TAAL ENTERPRISES LIMITED – Respondent
C.P.(CAA) No.35/BB/2023 | C.P.(CAA) No.37/BB/2024
For the Petitioner: Shri Satyaganesh
For the Respondents: N/A
The Tribunal approved the amalgamation of two companies with conditions to ensure compliance with statutory regulations and obligations towards all stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230-232, 66 - Sanction of the Scheme of Amalgamation - The petitions for amalgamation were filed by the Transferor and Transferee Companies seeking to dissolve the former and sanction the latter. The Tribunal allowed the scheme on conditions to ensure compliance with regulations. The appointed date was set as 01-04-2023. (Paras 1, 2, 16)
(B) Compliance Requirements - The Tribunal mandated adherence to various statutory requirements, including tax obligations and the settlement of any dues by the Transferee Company to ensure fairness to all stakeholders. (Paras 5, 8, 10)
Facts of the case:
The two Second Motion Petitions for amalgamation were presented to the Tribunal seeking to sanction the scheme, dissolve the Transferor Company, and address compliance with legal requisites concerning shareholdings and obligations.
Findings of Court:
The scheme was approved subject to compliance with applicable provisions and the clarification that it binds all shareholders and creditors, along with an undertaking by the Transferee Company to settle dues.
Issues: The main issues included the legitimacy and adherence to statutory compliance regarding voluntary amalgamation, handling of outstanding dues, and the implications of the proposed appointed date.
Ratio Decidendi: The Tribunal held that the statutory requirements must be met for the scheme to proceed, emphasizing that it is essential to ensure no prejudice is caused to stakeholders.
Result: C.P.(CAA) No.37/BB/2024 connected with C.P.(CAA) No.35/BB/2023 is disposed of.
| Table of Content |
|---|
| 1. approval of amalgamation scheme involving two companies. (Para 1 , 2) |
| 2. compliance with statutory requirements emphasized. (Para 5 , 8) |
| 3. court highlights binding nature of order and compliance expectations. (Para 10 , 14 , 15) |
ORDER
1. These two Second Motion Petitions filed by TAAL ENTERPRISES LIMITED (Transferee Company) on 17.09.2024 and TAAL TECH INDIA PRIVATE LIMITED (Transferor Company) on 03.08.2023 are taken up, heard and being decided together as they are complimentary to each other. These have been filed with prayers:
i. Sanction the Scheme of Amalgamation annexed herewith as Annexure 10 in both the petitions so as to be binding on all the members and unsecured creditors of the Transferor Company and on all the members and unsecured creditors of the Transferee Company and on the Transferor Company and the Transferee Company so as to become effective from the appointed date viz.01- 04-2023.
ii. dissolve the Transferor Company without going through the process of winding up and iii. pass such further or other orders as this Tribunal may deem fit and proper in the circumstances of the case and thus render justice.
2. The Transferor Company had filed First Motion Application under sections 230-232 of the Companies Act, 2013 bearing CA ( CA A) No. 06/BB/2023 before this Tribunal and its request for dispensation of the meetings of Equity Shareholders, Unsecured Creditors of the Transferor Company was allowed on 17.07.2024. There were no Secured Creditors in the Transferor Company. Pursuant to the Order dated 21.10.2024 passed therein besides giving Public Notice in daily newspapers, the concerned Government Authorities, namely,
(a) The Regional Director (South East Region), Hyderabad
(b) The Registrar of Companies Karnataka, Bengaluru
(c) Official Liquidator, Bengaluru
(d) Designated Nodal Officer – Principal Chief Commissioner of Income Tax, Karnataka & Goa
(d) Jurisdictional Income Tax Authorities of Petitioner Company
(e) Securities and Exchange Board of India, Mumbai
(f) BSE Limited, Mumbai and
(g) NSE of India Limited, Mumbai were notified.
3. The main objects, dates of Incorporation, authorized, issued and paid- up share capital, rationale of the scheme and interest of employees of Transferor Company have been given in detail in the first motion order dated 17.07.2023.
4. The Board Resolution of the Transferor and Transferee Company approving the Scheme and the audited financial statements as on 31.03.2022 and 31.03.2023 of the both the companies have been filed. The Certificate of Statutory Auditors of the Transferor Company, stating that the accounting treatment contained in Clause 11 of Scheme complies with the applicable accounting standards specified under Section 133 of the Act and other generally accepted accounting principles, is also filed.
ROC/RD REPORT AND COMPLIANCE:
5. Pursuant to notice of the petitions issued to them, the Regional Director (RD) and the Registrar of Companies (ROC) have filed their Common report dated 20.01.2025 in CP(CAA) 37 of 2024 and report dated 08.12.2023 in CP(CAA) 35 of 2023 making following observations:
a) As per the latest shareholders list attached to the last Annual Return filed as on 31.03.2022, the Transferee Company holds 94.44% shares in Transferor Company and thereby Transferor Company is a subsidiary of Transferee Company; whereas, as per clause 10.1 of Part II of the Scheme, it has been stated that the Transferor Company is a wholly owned subsidiary of the Transferee Company. The Petitioner Companies need to explain this discrepancy and provide documentary evidence of share transfer/s, if any, before the scheme is allowed.
b) The Transferee Company has foreign shareholders. The Transferee Company shall furnish the compliance of the provisions of FEMA/RBI, before the scheme is allowed.
c) As per MCA Records, the Transferee Company has shifted its Registered Office from the State of Tamil Nadu, Chennai to the State of Karnataka with effect from 19.04.2023. However,
